Terms and Nature of the Agreement

Supplier’s Obligations

The Supplier shall provide the Distributor / End User with such information and advice in connection with the operational functions of OCULi.

The Supplier shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, codes of conduct and any other rules relevant to the provision of the Service.

Distributor / End User’s Obligations

It is the responsibility of the Distributor / End User to ensure that any computer, smart phone or tablet is data compatible and enabled in order to view event footage.

It is the responsibility of the Distributor / End User to ensure that hardware is operational following installation. 

Any problem / fault pertaining to the performance of OCULi must be reported to the Supplier within 3 working days of the fault occurring.  Upon reporting problems to the Supplier, the Distributor / End User will provide full details of the fault being experienced including identification of the equipment involved, site details, user details and applications being used.

The Distributor / End User undertakes to keep abreast of the Supplier’s news announcements via email, website, and social media platforms so they are fully conversant with upgrades and features.

You should immediately change your password on the portal if You become aware that someone is accessing Services on Your account without Your permission.

SIM, Tariff, and Payments

IF USING SIMS PROVIDED BY THE SUPPLIER

The Distributor / End User shall pay data usage and cloud server Fees to the Supplier on a monthly basis in arrears. Direct Debit details are handled by Go Cardless. To learn more about Go Cardless and their privacy policies, visit www.gocardless.com. Direct Debit details must be provided via the Go Cardless platform before the SIM can be assigned to the appropriate www.oculi.online account. Tariff details are available on the web portal, online or within the OCULi instructions. 

All SIMS provided are intended for use in conjunction with OCULi only.  SIMs provided cannot be used for call charging or any other mobile service.  If we reasonably suspect that the SIM is being used in any other capacity than that for which it is provided, we reserve the right to impose further charges or de-activate the SIM card at any time, having attempted to contact you first.  The Supplier reserves the right to charge the Distributor / End User any re-connection fees that may be incurred.

We aim to connect your SIM card to the Service within 5 working days of receiving your Direct Debit mandate. We are not liable for any costs, expenses or claims arising directly or indirectly outside of this timeline.

If either Party fails to pay on the due date any amount which is payable to the other pursuant then, without prejudice the Supplier reserves the right to temporarily or permanently suspend the service.

The Supplier accepts no responsibility for the Distributor / End User choosing an insufficient tariff.  Guidance may be given by the Supplier, however the ultimate responsibility for the chosen tariff lies with the Distributor / End User.

Should the Distributor / End User exceed their data allowance, the Supplier reserves the right to amend the Direct Debit accordingly to cover the excess charges. The Supplier will alert the Distributor / End User to this change using the email address provided in the Go Cardless platform.

It is the responsibility of the Distributor / End User to ensure SIMs provided by the Supplier are only used to access services as permitted in this Agreement.

It is the responsibility of the Distributor / End User to keep records of the SIM and devices that the SIM is associated with.  There will be a charge for any replacement SIM, unless it is defective through faulty design or workmanship.

You must not use the SIM for any illegal or improper use.

If a SIM is lost or stolen the Distributor / End User remains responsible for all charges until the Supplier has been informed and the SIM de-activated.

It is the responsibility of the Distributor / End User to agree to the monthly invoice supplied. Any issue must be raised with the Supplier within 3 months of the date of the disputed invoice.  The Supplier will not be obliged to consider concerns raised after the 3-month period.

If a payment made by Direct Debit is dishonoured or cancelled, we will attempt to collect again within 5 days. If payment fails for the second time the Supplier shall be entitled to charge you a compensation fee for any losses incurred as a result of such dishonoured or cancelled Direct Debit.

In the event the Distributor / End User fails to pay their Account on time, the Supplier reserves the right to charge interest compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification, or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at the rate of 8% per annum above the Bank of England base rate from time to time on the amount outstanding until payment is received in full.

Our Network Provider owns each SIM, and each SIM remains their property at all times. You are being allowed to use the SIM by Us on a limited licence to enable You to access Services, in accordance with the terms of this Agreement. We or they may recall the SIM(s) at any time for upgrades, modifications, misuse or when the Agreement ends.

We are unable to authorise the porting of your SIM to an alternative provider. In such circumstances the Service should be terminated in accordance with this Agreement.

IF USING SIMS NOT PROVIDED BY THE SUPPLIER

The Supplier accepts no responsibility for the Distributor / End User choosing an insufficient tariff.  Guidance may be given by the Supplier, however the ultimate responsibility for the chosen tariff lies with the Distributor / End User.

It is highly recommended that data only SIMS are used in OCULi units.  The Supplier accepts no responsibility if an inappropriate SIM is used.

The Supplier accepts no responsibility for poor connectivity via the cloud server for SIMS it has not provided.

It is the responsibility of the Distributor / End User to input the correct SIM number.

A server usage fee of £4.00 per month per SIM activation is payable to the Supplier via Direct Debit.

The Supplier operates a Fair Usage Policy for all SIMS.

Provision of the Service

The Customer shall ensure that they have an adequate 4G signal as poor reception will inhibit the performance of OCULi.

The Supplier shall use reasonable endeavours to ensure an Uptime rate of 100%.  However, SIMS provided use the GSM network and as such may experience connectivity issues from time to time due to a number of factors outside of the Supplier’s control.

For the purposes of this Agreement, Downtime refers to one of more whole periods of 15 minutes commencing upon the submission by the Distributor / End User of a Problem Report informing the Supplier of the non-availability of the Service.

In the event that the Services are unavailable for a period exceeding 48 hours in a one-month period, the Distributor / End User shall have the right to terminate this Agreement in accordance with the Termination section of this Agreement.

Termination of this Agreement shall NOT apply to any Downtime which results from:

• Scheduled Service Downtime
• Failure of the Distributor / End User’s own hardware, network, software, or software configuration
• Failure by the Distributor / End User, it’s employees, subcontractors, agents or other similar third parties to comply with any reasonable instructions issued by the Supplier.
• Problems which are beyond the reasonable control of the Supplier including, but not limited to, internet service provider failure, SIM card failure, mobile network failure, interruptions to service from other suppliers, faults in other communication networks, the weather or radio interference caused by hills, tunnels or other physical obstructions and other matters arising – see Force Majeure.

Scheduled Service Downtime

The Supplier may, occasionally, require Scheduled Service Downtime in order to perform maintenance / upgrades on the computer network and infrastructure.

The Supplier shall use all reasonable endeavours to ensure that any Scheduled Service Downtime causes minimal disruption to the Service and is as brief as reasonably possible. Nothing in this clause constitutes a guarantee of the same.

The Supplier will make all reasonable efforts to inform the Distributor / End User of any period of Scheduled Service Downtime and the estimated duration.

The Supplier will make all reasonable efforts to perform maintenance and upgrades without incurring any Scheduled Service Downtime.

Confidentiality

Each Party undertakes it shall at all times, during the life of this Agreement and for 12 months after it’s termination, to keep private all Confidential Information.

Each Party agrees not to use Confidential Information for any purpose other than outlined in this Agreement.

Either Party MAY disclose Confidential Information to a sub-contractor or supplier of that Party, to an authority or regulatory body or to an employee or officer connected with the above.

Intellectual Property Rights

The Supplier will not acquire ownership of any Intellectual Property Rights in any material belonging to the Distributor / End User which may be required to be stored on the Service.

The Distributor / End User agrees to fully indemnify the Supplier against any and all costs, expenses, liabilities, losses, damages, claims and judgements that the Supplier may incur or be subject to as a result of the infringement of any Intellectual Property Rights belonging to any third party arising out of the Distributor / End User’s failure to obtain the necessary rights and permissions from third parties in relation to any material or Intellectual Property Rights owned by such third parties.

Termination

Either Party may terminate this Agreement outside the Minimum Term by giving to the other not less than one month’s written notice, or by any method agreed by the parties under separate contract.

Termination of this Agreement may be given if:

• Any sum owing to that Party by the other Party under this Agreement is not paid within one month of the due date for payment.
• The other Party commits any material breach of any of the provisions of this Agreement, and if possible, fails to remedy it within one month after being given written notice giving full details of the breach and the action required to remedy.
• An Encumbrancer or Official Receiver is appointed.
• The other Party makes any voluntary arrangement with its creditors or is subject to an administration or bankruptcy order.
• Control of the other Party is acquired by any person or persons not having control of that Party on the date of this Agreement.

The right to terminate this Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

Termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination.

Upon termination of this Agreement for any reason, any sum owing by either Party to the other Party shall become immediately due and payable and neither Party shall be under any further obligation to the other.

The Supplier shall forthwith remove any and all information belonging to and pertaining to the Distributor / End User from its computer systems.

Each Party shall forthwith cease to use any Confidential Information and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.

Returns

No return of goods which are not defective will be accepted without a returns reference from Luminite.  This must be obtained within 14 days from date of invoice.  Such returns to be sent carriage paid and a handling charge of 15% will be deducted from the credit issued.  The cost of the 2 x 3.6v lithium batteries will not be credited and these should be retained by the customer. 

Liability and Indemnity

Without prejudice and except as expressly provided in this Agreement, neither Party shall be liable or responsible to the other in contract, tort or otherwise for any loss of revenue, business, contracts, depletion of goodwill, anticipated savings or profits or any loss of use of facilities, or any indirect of consequential loss howsoever arising.  For the purposes of this Agreement, ‘anticipated savings’ means any expense which either Party expects to avoid incurring or to incur to a lesser degree than would otherwise have been the case by reason of the use of the Services provided by the Supplier under this Agreement.

The Supplier, nor its Partners do not provide compensation for connectivity issues or third-party failures, whatever the reason.  The Distributor / End User must therefore implement commensurate risk management strategies to ensure they have the necessary backup systems and resources to manage and survive such failures.  These Conditions also apply to any repaired or replacement units issued by the Supplier.

All Services and hardware are provided on a commercially reasonable basis. Although the Supplier will provide Services with reasonable skill and care, there is no warranty that the Services and hardware will meet the exact requirements of the Distributor / End User.

The Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the fees paid or payable by the Distributor/End User in the preceding 30 days.

Force Majeure

Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.